THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

    


    THIS
      NOTE
      AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
      NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
      UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
      ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
      TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER
      OF
      THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH TEXAS INDUSTRIES,
      INC.
      (“TEXAS INDUSTRIES”) OR ANY AFFILIATE OF TEXAS INDUSTRIES WAS THE OWNER OF THIS
      NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND
      THE
      GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A)
      TO TEXAS INDUSTRIES OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
      AND THE GUARANTEES ENDORSED THEREON ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
      144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES
      IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR
      ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
      PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
      STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT (E) PURSUANT
      TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
      ACT
      (IF AVAILABLE) OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO TEXAS INDUSTRIES’
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT
      TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD
      WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO
      CLAUSES (E) OR (F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE
      THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE
      THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED
      AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
      UPON
      THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    BY
      VIRTUE
      OF ITS ACCEPTANCE OF THIS NOTE, EACH HOLDER HEREOF CONSENTS TO, AND SHALL BE
      DEEMED TO CONSENT TO AN AMENDMENT TO THE INDENTURE REFERRED TO BELOW, WHICH
      CONSENT AND AMENDMENT ARE DESCRIBED IN THE COMPANY’S OFFERING MEMORANDUM DATED
      AS OF AUGUST 7, 2008 AND CONSENT SOLICITATION STATEMENT DATED AS OF AUGUST
      7,
      2008. SUCH CONSENT SHALL BE EFFECTIVE UPON ISSUANCE OF THIS NOTE AND SHALL
      BIND
      THE INITIAL HOLDER, AND ALL FUTURE HOLDERS, HEREOF.

     

    THIS
      NOTE
      IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ.
      OF
      THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF
      ORIGINAL ISSUE DISCOUNT, CLOSING DATE AND YIELD TO MATURITY FOR SUCH NOTE BY
      SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING
      ADDRESS: TEXAS INDUSTRIES, INC., 1341 W. MOCKINGBIRD LANE, DALLAS, TEXAS 75247,
      ATTENTION: FREDERICK ANDERSON, VICE PRESIDENT - GENERAL COUNSEL, AND
      SECRETARY.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      CUSIP
        882491 AM5

      **$299,945,000.00**

       

      TEXAS
        INDUSTRIES, INC.

       

      71⁄4% Senior
        Notes due 2013

    

    

      Issue
        Date:  August 18, 2008 

       

      Texas
        Industries, Inc., a Delaware corporation (the “Company”,
        which
        term includes any successor under the Indenture hereinafter referred to),
        for
        value received, promises to pay to CEDE & CO., or its registered assigns,
        the principal sum of Two Hundred Ninety Nine Million Nine Hundred Forty Five
        Thousand Dollars ($299,945,000.00) on July 15, 2013.

       

      Interest
        Payment Dates: January 15 and July 15, commencing January 15, 2009.

       

      Record
        Dates: January 1 and July 1.

       

      Reference
        is hereby made to the further provisions of this Note set forth on the reverse
        hereof, which further provisions shall for all purposes have the same effect
        as
        if set forth at this place.

       

      [ATTACH
        NOTATION OF GUARANTEE FOR EACH GUARANTOR]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Note to be signed manually or
        by
        facsimile by its duly authorized officers.

       

      TEXAS
        INDUSTRIES, INC.

       

      
        	 	
                By:

              	
                 

              
	 	
                Name:

              	
                Kenneth
                  R. Allen

              
	 	
                Title:

              	
                Vice
                  President, Finance and Chief Financial
                  Officer

              


      

      


      
        	 	
                By:

              	
                 

              
	 	
                Name:

              	
                Sharon
                  M. Ellis

              
	 	
                Title:

              	
                Treasurer

              


      

      


      (Trustee's
        Certificate of Authentication)


       

      This
        is
        one of the 71⁄4% Senior Notes due 2013 described in the within-mentioned
        Indenture.

       

      Dated:
        


       

      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

       

      as
        Trustee

       

      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TEXAS
        INDUSTRIES, INC.

       

      71⁄4%
        Senior Notes due 2013

       

      Capitalized
        terms used herein shall have the meanings assigned to them in the Indenture
        referred to below unless otherwise indicated.

       

      1. Interest.
        The
        Company promises to pay interest on the principal amount of this Note at
        71⁄4% per
        annum from the date hereof until maturity and shall pay the Liquidated Damages,
        if any, payable pursuant to Section 5 of the Registration Rights Agreement
        referred to below. The Company shall pay interest and Liquidated Damages,
        if
        any, semi-annually in arrears on January 15 and July 15 of each year, or
        if any
        such day is not a Business Day, on the next succeeding Business Day (each
        an
“Interest
        Payment Date”).
        Interest on the Notes shall accrue from the most recent date to which interest
        has been paid or, if no interest has been paid, from the date of original
        issuance; provided
        that if
        there is no existing Default in the payment of interest, and if this Note
        is
        authenticated between a record date referred to on the face hereof and the
        next
        succeeding Interest Payment Date, interest shall accrue from such next
        succeeding Interest Payment Date; provided
        further
        that the first Interest Payment Date shall be January 15, 2009 and that interest
        on that date shall accrue from July 15, 2008. The Company shall pay interest
        (including post-petition interest in any proceeding under any Bankruptcy
        Law) on
        overdue principal and premium, if any, from time to time on demand at a rate
        that is 1% per annum in excess of the rate then in effect; it shall pay interest
        (including post-petition interest in any proceeding under any Bankruptcy
        Law) on
        overdue installments of interest and Liquidated Damages (without regard to
        any
        applicable grace periods) from time to time on demand at the same rate to
        the
        extent lawful.  Interest shall be computed on the basis of a 360-day year
        of twelve 30-day months.

       

      2. Method
        of Payment.
        The
        Company shall pay interest on the Notes (except defaulted interest) and
        Liquidated Damages, if any, to the Persons who are registered Holders of
        Notes
        at the close of business on the record date immediately preceding the Interest
        Payment Date, even if such Notes are canceled after such record date and
        on or
        before such Interest Payment Date, except as provided in Section 2.13 of
        the
        Indenture with respect to defaulted interest. The Notes shall be payable
        as to
        principal, premium and Liquidated Damages, if any, and interest at the office
        or
        agency of the Company maintained for such purpose in The City of New York,
        or,
        at the option of the Company, payment of interest and Liquidated Damages,
        if
        any, may be made by check mailed to the Holders at their addresses set forth
        in
        the register of Holders, and provided
        that
        payment by wire transfer of immediately available funds shall be required
        with
        respect to principal of and interest, premium and Liquidated Damages, if
        any,
        on, all Global Notes and to any Holder of $1.0 million or more of Notes which
        shall have provided wire transfer instructions to the Company or the Paying
        Agent. Such payment shall be in such coin or currency of the United States
        of
        America as at the time of payment is legal tender for payment of public and
        private debts.

       

      3. Paying
        Agent and Registrar.
        Initially, the Trustee under the Indenture shall act as Paying Agent and
        Registrar. The Company may change any Paying Agent or Registrar without notice
        to any Holder. The Company or any of its Subsidiaries may act in any such
        capacity.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4. Indenture.
        The
        Company issued the Notes under an Indenture dated as of July 6, 2005, as
        amended
        or supplemented (“Indenture”),
        among
        the Company, the Guarantors and the Trustee. The terms of the Notes include
        those stated in the Indenture and those made part of the Indenture by reference
        to the Trust Indenture Act of 1939, as amended. The Notes are subject to
        all
        such terms, and Holders are referred to the Indenture and such Act for a
        statement of such terms. To the extent any provision of this Note conflicts
        with
        the express provisions of the Indenture, the provisions of the Indenture
        shall
        govern and be controlling. The Indenture pursuant to which this Note is issued
        provides that an unlimited aggregate principal amount of Additional Notes
        may be
        issued thereunder.

       

      5. Optional
        Redemption.
        (a)
        Except as set forth in paragraph 5(b) below, the Company shall not have the
        option to redeem any Notes prior to July 15, 2009. Thereafter, the Company
        shall
        have the option to redeem the Notes, in whole or in part, upon not less than
        30
        nor more than 60 days' prior notice, at the redemption prices (expressed
        as
        percentages of principal amount) set forth below plus accrued and unpaid
        interest and Liquidated Damages, if any, thereon to the applicable redemption
        date, if redeemed during the twelve-month period beginning on July 15 of
        the
        years indicated below (subject to the right of Holders on the relevant record
        date to receive interest due on the related interest payment date):

       

      
        	
                Year

              	 	
                Percentage

              	 
	
                2009

              	 	 	
                103.625

              	
                %

              
	
                2010

              	 	 	
                101.813

              	
                %

              
	
                2011
                  and thereafter

              	 	 	
                100.000

              	
                %

              


      

      


      Notwithstanding
        the foregoing, at any time prior to July 15, 2008, the Company may redeem
        up to
        35% of the aggregate principal amount of Notes originally issued under the
        Indenture (including any Additional Notes) at a redemption price of 107.250%
        of
        the principal amount thereof, plus accrued and unpaid interest and Liquidated
        Damages, if any, to the redemption date, with the net cash proceeds of one
        or
        more Equity Offerings of the Company; provided
        that
        (A) at least 65% of the aggregate principal amount of the Notes originally
        issued under the Indenture (including any Additional Notes) remains outstanding
        immediately after the occurrence of such redemption, excluding Notes held
        by the
        Company and its Subsidiaries; and (B) the redemption must occur within 90
        days of the date of the closing of such Equity Offering. 

       

      In
        addition, at any time prior to July 15, 2009, the Company may redeem all
        or part
        of the Notes upon not less than 30 days nor more than 60 days' notice at
        a
        redemption price equal to the sum of (i) the principal amount thereof,
plus
        (ii) accrued and unpaid interest, if any, to the applicable date of
        redemption, plus (iii) the Make-Whole Premium.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      6. Repurchase
        at Option of Holder.
        (a) If
        a Change of Control occurs, each Holder of Notes shall have the right to
        require
        the Company to repurchase all or any part (equal to $1,000 or an integral
        multiple thereof) of that Holder's Notes pursuant to an offer by the Company
        (a
“Change of Control Offer”). In the Change of Control Offer, the Company shall
        offer payment (a “Change of Control Payment”) in cash of 101% of the aggregate
        principal amount of Notes repurchased plus accrued and unpaid interest and
        Liquidated Damages, if any, thereon, to the date of repurchase (the “Change of
        Control Payment Date”, which date shall be no earlier than the date of such
        Change of Control). Within 30 days following any Change of Control, the Company
        shall mail a notice to each Holder describing the transaction or transactions
        that constitute the Change of Control and offering to repurchase Notes on
        the
        Change of Control Payment Date specified in such notice, which shall be no
        earlier than 30 days and no later than 60 days from the date such notice
        is
        mailed, pursuant to the procedures required by the Indenture and described
        in
        such notice.

       

      (b) Within
        360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
        may apply such Net Proceeds at its option: (i) to repay Indebtedness under
        the
        Credit Facilities or Unsubordinated Indebtedness secured by such assets and,
        if
        the Indebtedness repaid is revolving credit Indebtedness, to correspondingly
        reduce commitments with respect thereto; or (ii) to purchase Replacement
        Assets
        (or enter into a binding agreement to purchase such Replacement Assets; provided
        that (x) such purchase is consummated within 90 days after the date of such
        binding agreement and (y) if such purchase is not consummated within the
        period
        set forth in subclause (x), the Net Proceeds not so applied will be deemed
        to be
        Excess Proceeds (as defined below)). Pending the final applications of any
        such
        Net Proceeds, the Company may temporarily reduce revolving credit borrowings
        or
        otherwise invest such Net Proceeds in any manner that is not prohibited by
        the
        Indenture. Any Net Proceeds from Asset Sales that are not applied or invested
        as
        provided in the next preceding sentence will constitute “Excess Proceeds.”
Within ten days after the aggregate amount of Excess Proceeds exceeds $10.0
        million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders
        of Notes and all holders of other Unsubordinated Indebtedness containing
        provisions similar to those set forth in the Indenture with respect to offers
        to
        purchase with the proceeds of sales of assets, to purchase the maximum principal
        amount of Notes and such other Unsubordinated Indebtedness that may be purchased
        out of the Excess Proceeds. The offer price in any Asset Sale Offer shall
        be
        equal to 100% of the principal amount thereof plus accrued and unpaid interest
        and Liquidated Damages, if any, to the date of purchase and shall be payable
        in
        cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
        the Company may use such Excess Proceeds for any purpose not otherwise
        prohibited by the Indenture. If the aggregate principal amount of Notes and
        such
        other Unsubordinated Indebtedness tendered into such Asset Sale Offer exceeds
        the amount of Excess Proceeds, Notes and such other Unsubordinated Indebtedness
        to be purchased shall be selected on a pro rata basis based on the principal
        amount of Notes and such other Unsubordinated Indebtedness
        tendered. Upon completion of each Asset Sale Offer, the amount of Excess
        Proceeds shall be reset at zero.

       

      7. Denominations,
        Transfer, Exchange.
        The
        Notes are in registered form without coupons in denominations of $1,000 and
        integral multiples of $1,000. The transfer of Notes may be registered and
        Notes
        may be exchanged as provided in the Indenture. The Registrar and the Trustee
        may
        require a Holder, among other things, to furnish appropriate endorsements
        and
        transfer documents and the Company may require a Holder to pay any taxes
        and
        fees required by law or permitted by the Indenture. The Company is not required
        to transfer or exchange any Note selected for redemption. Also, the Company
        is
        not required to transfer or exchange any Note for a period of 15 days before
        a
        selection of Notes to be redeemed. Transfer may be restricted as provided
        in the
        Indenture.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8. Persons
        Deemed Owners.
        The
        registered Holder of a Note will be treated as its owner for all
        purposes.

       

      9. Amendment,
        Supplement and Waiver.
        Subject
        to certain exceptions, the Indenture or the Notes may be amended or supplemented
        with the consent of the Holders of at least a majority in principal amount
        of
        the then outstanding Notes (including, without limitation, consents obtained
        in
        connection with a purchase of, or tender offer or exchange offer for, the
        Notes), and any existing default or compliance with any provision of the
        Indenture or the Notes may be waived with the consent of the Holders of a
        majority in principal amount of the then outstanding Notes (including, without
        limitation, consents obtained in connection with a purchase of, or tender
        offer
        or exchange offer for, the Notes). Without the consent of any Holder of a
        Note,
        the Indenture or the Notes may be amended or supplemented to, among other
        things, cure any ambiguity, defect or inconsistency, or to make any change
        that
        does not adversely affect the legal rights under the Indenture of any such
        Holder.

       

      10. Defaults
        and Remedies.
        In the
        case of an Event of Default arising from certain events of bankruptcy or
        insolvency, with respect to the Company or any Significant Subsidiary of
        the
        Company (or any Restricted Subsidiaries that together would constitute a
        Significant Subsidiary), all outstanding Notes will become due and payable
        immediately without further action or notice. If any other Event of Default
        occurs and is continuing, the Trustee or the Holders of at least 25% in
        principal amount of the then outstanding Notes may declare all the Notes
        to be
        due and payable immediately by notice in writing to the Company specifying
        the
        Event of Default. Holders of the Notes may not enforce the Indenture or the
        Notes except as provided in the Indenture. Subject to certain limitations,
        Holders of a majority in principal amount of the then outstanding Notes may
        direct the Trustee in its exercise of any trust or power. The Trustee may
        withhold from Holders of the Notes notice of any Default or Event of Default
        (except a Default or Event of Default relating to the payment of principal,
        premium, interest or Liquidated Damages) if it determines that withholding
        notice is in their interest. Holders of a majority in principal amount of
        the
        then outstanding Notes by notice to the Trustee may, on behalf of the Holders
        of
        all of the Notes, rescind and annul a declaration of acceleration pursuant
        to
        Section 6.02 of the Indenture, and its consequences, and waive any related
        existing Default or Event of Default if certain conditions are
        satisfied.

       

      With
        respect to periods after July 15, 2009, in the case of any Event of Default
        occurring by reason of any willful action or inaction taken or not taken
        by or
        on behalf of the Company with the intention of avoiding payment of the premium
        that the Company would have had to pay if the Company then had elected to
        redeem
        the Notes pursuant to Section 3.07(a) of the Indenture, an equivalent premium
        shall also become and be immediately due and payable to the extent permitted
        by
        law upon the acceleration of the Notes. With respect to periods prior to
        July
        15, 2009, if an Event of Default occurs during any time that the Notes are
        outstanding, by reason of any willful action (or inaction) taken (or not
        taken)
        by or on behalf of the Company with the intention of avoiding the prohibition
        on
        redemption of the Notes, then the premium specified in Section 3.07(c) of
        the
        Indenture that would have been payable upon redemption at the time the Event
        of
        Default occurs shall also become immediately due and payable to the extent
        permitted by law upon the acceleration of the Notes.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      11. Trustee
        Dealings with Company.
        The
        Trustee, in its individual or any other capacity, may make loans to, accept
        deposits from, and perform services for the Company or its Affiliates, and
        may
        otherwise deal with the Company or its Affiliates, as if it were not the
        Trustee.

       

      12. No
        Recourse Against Others.
        No
        director, officer, employee, incorporator or stockholder of the Company or
        any
        Guarantor, as such, shall have any liability for any obligations of the Company
        or the Guarantors under the Notes, the Indenture, the Note Guarantees or
        for any
        claim based on, in respect of, or by reason of, such obligations or their
        creation. Each Holder of Notes by accepting a Note waives and releases all
        such
        liability. The waiver and release are part of the consideration for issuance
        of
        the Notes. The waiver may not be effective to waive liabilities under the
        federal securities laws.

       

      13. Authentication.
        This
        Note shall not be valid until authenticated by the manual signature of the
        Trustee or an authenticating agent.

       

      14. Additional
        Rights of Holders of Restricted Global Notes and Restricted Definitive
        Notes.
        In
        addition to the rights provided to Holders under the Indenture, Holders of
        Restricted Global Notes and Restricted Definitive Notes shall have all the
        rights set forth in the Registration Rights Agreement dated as of August
        18,
        2008, between the Company, the Guarantors and the parties named on the signature
        pages thereof or, in the case of Additional Notes, Holders of Restricted
        Global
        Notes and Restricted Definitive Notes shall have the rights set forth in
        one or
        more registration rights agreements, if any, between the Company, the Guarantors
        and the other parties thereto, relating to rights given by the Company and
        the
        Guarantors to the purchasers of Additional Notes (the “Registration
        Rights Agreement”).

       

      15. CUSIP
        Numbers.
        Pursuant to a recommendation promulgated by the Committee on Uniform Security
        Identification Procedures, the Company has caused CUSIP numbers to be printed
        on
        the Notes and the Trustee may use CUSIP numbers in notices of redemption
        as a
        convenience to Holders. No representation is made as to the accuracy of such
        numbers either as printed on the Notes or as contained in any notice of
        redemption and reliance may be placed only on the other identification numbers
        placed thereon.

       

      16. Guarantee.
        The
        Company's obligations under the Notes are fully and unconditionally guaranteed,
        jointly and severally, by the Guarantors. 

       

      17. Copies
        of Documents.
        The
        Company shall furnish to any Holder upon written request and without charge
        a
        copy of the Indenture and/or the Registration Rights Agreement. Requests
        may be
        made to:

       

      Texas
        Industries, Inc.

      1341
        West
        Mockingbird Lane

      Dallas,
        TX 75247

       

      Facsimile:
        972-647-6742

      Attention:
        Frederick Anderson, Vice President - General 

      Counsel,
        and Secretary


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Assignment
        Form

       

      To
        assign
        this Note, fill in the form below:

       

      
        	
                (I)
                  or (we) assign and transfer this Note to: 

              	
                 

              
	 	
                (Insert
                  assignee's legal name)

              
	 
	
                (Insert
                  assignee's soc. sec. or tax I.D. no.)

              
	 
	 
	 
	 
	
                (Print
                  or type assignee's name, address and zip code)

              
	
                and
                  irrevocably appoint

              	 


      

      to
        transfer this Note on the books of the Company. The agent may substitute
        another
        to act for him.

       

      Date:
        ___________

       

      


      
        	
                Your Signature: 

              	 
	 	
                (Sign exactly as your name appears on the face of this Note)

              


      

      


      Signature Guarantee*:
        ________________


       

      
        	*	
                Participant
                  in a recognized Signature Guarantee Medallion Program (or other
                  signature
                  guarantor acceptable to the
                  Trustee).

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      OPTION
        OF
        HOLDER TO ELECT PURCHASE

       

      If
        you
        want to elect to have this Note purchased by the Company pursuant to Section
        4.10 or 4.14 of the Indenture, check the appropriate box below:

       

       ̈
        Section
        4.10             ̈
        Section
        4.14


       

      If
        you
        want to elect to have only part of the Note purchased by the Company pursuant
        to
        Section 4.10 or Section 4.14 of the Indenture, state the amount you elect
        to
        have purchased:

       

      $________________


       

      Date:
        ______________

       

      
        	 	
                Your Signature:

              	 
	 	 	
                (Sign exactly as your name appears on the face of this Note)

              
	 	 	 
	 
                	
                Tax Identification No.:

              	 
                


      

       

      Signature
        Guarantee*: ________________

       

      
        	*	
                Participant
                  in a recognized Signature Guarantee Medallion Program (or other
                  signature guarantor
                  acceptable to the Trustee).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

       

      The
        following exchanges of a part of this Global Note for an interest in another
        Global Note or for a Definitive Note, or exchanges of a part of another Global
        Note or Definitive Note for an interest in this Global Note, have been
        made:

       

      
        	
                Date of Exchange

              	 	
                Amount of Decrease in

                Principal Amount at

                Maturity

                of this Global Note

              	 	
                Amount of Increase in

                Principal Amount at

                Maturity

                of this Global Note

              	 	
                Principal Amount at

                Maturity

                of this Global Note

                Following such

                decrease (or increase)

              	 	
                Signature of

                Authorized Officer

                of Trustee or

                Note Custodian

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOTATION
        OF GUARANTEE

      For
        value
        received, each Guarantor (which term includes any successor Person under
        the
        Indenture (as defined below)) has, jointly and severally, unconditionally
        guaranteed, to the extent set forth in the Indenture and subject to the
        provisions in the Indenture dated as of July 6, 2005 (the “Existing Indenture”),
        as supplemented by the first supplemental indenture, dated as of August 18,
        2008
        (the “Supplemental Indenture” and collectively with the Existing Indenture, the
“Indenture”) among Texas Industries, Inc., the other Guarantors and Wells Fargo
        Bank, National Association, as trustee (the “Trustee”), (a) the due and
        punctual payment of the principal of, premium, if any, and interest and
        Liquidated Damages, if any, on the Notes, whether at maturity, by acceleration,
        redemption or otherwise, and the due and punctual payment of interest on
        overdue
        principal premium, if any, and interest and Liquidated Damages, if any, on
        the
        Notes, if lawful (subject in all cases to any applicable grace period provided
        herein), and the due and punctual performance of all other obligations of
        the
        Company to the Holders or the Trustee all in accordance with the terms of
        the
        Indenture and the Notes and (b) in case of any extension of time of payment
        or renewal of any Notes or any of such other obligations, the same will be
        promptly paid in full when due or performed in accordance with the terms
        of the
        extension or renewal, whether at stated maturity, by acceleration or otherwise.
        The obligations of the Guarantors to the Holders of Notes and to the Trustee
        pursuant to the Note Guarantee and the Indenture are expressly set forth
        in
        Article Ten of the Indenture and reference is hereby made to the Indenture
        for
        the precise terms of the Note Guarantee. Each Holder of a Note, by accepting
        the
        same, (a) agrees to and shall be bound by such provisions and (b) appoints
        the Trustee attorney-in-fact of such Holder for such purpose. Capitalized
        terms
        used but not defined herein have the meanings given them in the
        Indenture.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS HEREOF, each Guarantor has caused this Notation of Guarantee to be
        signed manually or by facsimile by its duly authorized
        officer. 


      
        

          
            	 	
                    BROOKHOLLOW
                      CORPORATION

                  
	 	
                    BROOK
                      HOLLOW PROPERTIES, INC.

                  
	 	
                    BROOKHOLLOW
                      OF ALEXANDRIA, INC.

                  
	 	
                    BROOKHOLLOW
                      OF VIRGINIA, INC.

                  
	 	
                    SOUTHWESTERN
                      FINANCIAL CORPORATION

                  
	 	
                    CREOLE
                      CORPORATION

                  
	 	
                    PACIFIC
                      CUSTOM MATERIALS, INC.

                  
	 	
                    RIVERSIDE
                      CEMENT COMPANY

                  
	 	
                    PARTIN
                      LIMESTONE PRODUCTS, INC.

                  
	 	
                    RIVERSIDE
                      CEMENT HOLDINGS COMPANY

                  
	 	
                    TXI
                      AVIATION, INC.

                  
	 	
                    TXI
                      CALIFORNIA INC.

                  
	 	
                    TXI
                      CEMENT COMPANY

                  
	 	
                    TXI
                      POWER COMPANY

                  
	 	
                    TXI
                      RIVERSIDE INC.

                  
	 	
                    TXI
                      TRANSPORTATION COMPANY

                  
	 	 
	 	
                    By:

                  	 
	
                     

                  	 	
                    Kenneth
                      R. Allen, Authorized Officer

                  
	 	 	 
	 	
                    TEXAS
                      INDUSTRIES HOLDINGS, LLC

                  
	 	
                    TEXAS
                      INDUSTRIES TRUST

                  
	 	
                    TXI
                      LLC

                  
	 	
                    TXI
                      OPERATING TRUST

                  
	 	 	 
	 	
                    By:

                  	 
	 	 	
                    Kenneth
                      R. Allen, Authorized Officer

                  
	 	 	 
	 	
                    TXI
                      OPERATIONS, LP

                  
	 	
                    By:
                      TXI Operating Trust, its general partner

                  
	 	 	 
	 	
                    By:

                  	 
	 	 	
                    Kenneth
                      R. Allen, Authorized
                      Officer